PIONEER FUNDS DISTRIBUTOR, INC.
00 XXXXX XXXXXX
XXXXXX, XXXXXXXXXXXXX 00000
(000) 000-0000
SALES AGREEMENT
Pioneer Funds Distributor, Inc. (PFD), acts as principal underwriter, as
defined in the Investment Company Act of 1940, for the registered investment
companies (the "Funds") listed on Appendix A attached (as amended from time to
time by PFD). Acting as a principal, PFD offers to sell shares of the Funds
subject to the conditions set forth in this agreement and subsequent amendments
thereto.
1. Shares purchased from PFD for sale to the public shall be offered and
sold at the price or prices, and on the terms and conditions, set forth in the
currently effective prospectuses of the Funds, as amended or supplemented from
time to time (the "Prospectus" or "Prospectuses"). In the sale of such shares to
the public you shall act as dealer for your own account or as agent for your
customer, and in no transaction shall you have any authority to act or hold
yourself out as agent for PFD, any of the Funds, the Funds' Custodians, the
Funds' Transfer Agent, or any other party, and nothing in this agreement shall
constitute you a partner, employee or agent of ours or give you any authority to
act for PFD. Neither PFD nor the Funds shall be liable for any of your acts or
obligations as a broker-dealer under this agreement. Nothing herein shall be
construed to prohibit your acting as agent for one or both customers in the sale
of shares by one customer to another and charging such customer(s) a reasonable
commission.
2. Shares purchased from PFD for sale to the public shall be purchased only
to cover orders previously received by you from your customers. Shares purchased
for your own bona fide investment shall not be reoffered or sold except to the
applicable Fund or to PFD. PFD also agrees to purchase shares only for
investment or to cover orders received.
3. If you purchase shares from your customers, you agree to pay such
customers not less than the redemption price in effect on the date of purchase,
as defined in the Prospectus of the applicable Fund. Sales of shares at prices
reflecting a discount, concession, commission or other reallowance shall be made
only to registered broker-dealers which are members of the National Association
of Securities Dealers, Inc. (NASD) and who also have entered into sales
agreements with PFD.
4. Only unconditional orders for a designated number of shares or dollar
amount of investment shall be accepted. Procedures relating to handling orders
shall be conveyed to you from time to time. All orders are subject to acceptance
or rejection by PFD in our sole discretion.
5. If any shares sold to or through you under the terms of this agreement
are repurchased by PFD or by the issuer or are tendered for redemption within
seven business days after the date of our confirmation of the original purchase
by you, we both agree to pay to the Fund all commissions on such shares.
6. Sales by you to the public shall earn a commission computed as a
percentage of the applicable offering price and which varies with the size and
nature of each such purchase. The terms and conditions affecting the applicable
offering prices on shares sold with a front-end sales charge, including features
such as combined purchase, rights of accumulation, Letters of Intent and net
asset value purchases, are described in the Prospectuses. The schedules of
commissions generally payable with respect to sales of the Funds' shares are
outlined on Appendix A to this agreement. Commission checks for less than $1
will not be issued.
PFD may, from time to time, offer additional commissions or bonuses on
sales by you or your representatives without otherwise revising this agreement.
Any such additional commissions or bonuses shall take effect in accordance with
the terms and conditions contained in written notification to you.
7. Remittance of the net amount due for shares purchased from PFD shall be
made payable to Pioneering Services Corporation (PSC), Agent for the
Underwriter, in New York or Boston funds, within three days of our confirmation
of sale to you, or within such shorter time as specified by the rules of the
NASD or of a registered clearing agent through which the transaction is settled.
Payments made to PSC should be sent to Xxxx Xxxxxx Xxx 0000, Xxxxxx, XX 00000
(or wired to an account designated by PSC), along with your transfer
instructions on the appropriate copy of our confirmation of sale to you. If such
payment is not received by PSC, we reserve the right to liquidate the shares
purchased for your account and risk. Promptly upon receipt of payment, shares
sold to you shall be deposited by PSC to an account on the books of the Fund(s)
in accordance with your instructions. Certificates will not be issued unless
specifically requested and we reserve the right to levy a charge for issuance of
certificates.
8. You represent that you are and, at the time of purchasing any shares of
the Funds, will be registered as a broker-dealer with the US. Securities and
Exchange Commission (SEC) or are exempt from such registration; if required to
be registered as a broker-dealer you are a member in good standing of the NASD;
you are qualified to act as a broker-dealer in the states or jurisdictions in
which you intend to offer shares of the Funds; you will abide by all applicable
federal and state statutes and the rules of the NASD; and when making sales to
citizens or residents of a foreign country, that you will abide by all
applicable laws and regulations of that country. Expulsion or suspension from
the NASD or revocation or suspension of SEC registration shall act as an
immediate cancellation of this agreement.
9. No person is authorized to make any representations concerning shares of
any of the Funds except those contained in the then current Prospectus or
Statement of Additional Information for such Fund. In purchasing shares from PFD
you shall rely solely on the representations contained in such Prospectuses and
Statements of Additional Information.
10. Additional copies of the current Prospectuses, Statements of Additional
Information and other literature will be supplied in reasonable quantities upon
request.
11. We reserve the right in our discretion to suspend sales or withdraw the
offering of shares of any Fund entirely. Either party hereto has the right to
cancel this agreement upon five days' written notice to the other party. We
reserve the right to amend this agreement at any time, and you agree that an
order to purchase shares of any one of the Funds placed by you after notice of
such amendment has been sent to you shall constitute your agreement to any such
amendment.
12. All written communications to PFD should be sent to the above address.
All written communications to you will be sent to your address listed below.
13. This agreement shall become effective upon receipt by us of your
acceptance hereof and supersedes any prior agreement between us with respect to
the sales of shares of any of the Funds.
14. This agreement shall be construed in accordance with the laws of
Massachusetts. The parties hereby agree that all disputes between us of whatever
subject matter, whether existing on the date hereof or arising hereafter, shall
be submitted to arbitration in accordance with the then current Code of
Arbitration Procedure of the NASD, the Uniform Arbitration Act or similar rules.
Arbitration shall take place in the city of Boston, Massachusetts. Any decision
that shall be made in such arbitration shall be final and binding and shall have
the same force and effect as a judgment made in a court of competent
jurisdiction.
15. You appoint the Transfer Agent for each Fund as your agent to execute
the purchase transactions of shares of such Fund in accordance with the terms
and provisions of any account, program, plan or service established or used by
your customers and to confirm each purchase to your customers on your behalf,
except as modified in writing by the Transfer Agent, and you guarantee to us and
the Fund the legal capacity of your customers so purchasing such shares and any
other person in whose name the shares are to be registered.
PIONEER FUNDS DISTRIBUTOR, INC.
Date:
By:__________________________________
Xxxxxxx X. Xxxxxx
Senior Vice President
The undersigned hereby accepts the offer set forth in above letter.
[Firm]
By:______________________________ [Address]
Title:___________________________
APPENDIX A
CLASS A
SCHEDULE 1
Pioneer Fund Pioneer Mid-Cap Fund* Pioneer Equity-Income Fund
Pioneer II Pioneer Gold Shares Pioneer Growth Shares
Pioneer International Growth Fund Pioneer Europe Fund Pioneer Real Estate Shares
Pioneer Capital Growth Fund Pioneer Emerging Markets Fund Pioneer Small Company Fund
Pioneer Indo-Asia Fund Pioneer Micro-Cap Fund Pioneer World Equity Fund
Pioneer Tax-Managed Fund
Sales Charge
Broker/Dealer as % of Public
PURCHASE AMOUNT OFFERING PRICE COMMISSION
--------------- -------------- ----------
Less than $ 50,000.......... 5.75 5.00%
$ 50,000 - 99,999.......... 4.50 4.00
100,000 - 249,999.......... 3.50 3.00
250,000 - 499,999.......... 2.50 2.00
500,000 - 999,999.......... 2.00 1.75
1,000,000 or more .......... none a) see below
SCHEDULE 2
Pioneer Bond Fund Pioneer America Income Trust Pioneer Tax-Free Income Fund
Pioneer Balanced Fund** Pioneer Strategic Income Fund Pioneer High Yield Fund
Sales Charge
Broker/Dealer as % of Public
PURCHASE AMOUNT OFFERING PRICE COMMISSION
--------------- -------------- ----------
Less than $100,000.......... 4.50 4.00%
$100,000 - 249,999.......... 3.50 3.00
250,000 - 499,000......... 2.50 2.00
500,000 - 999,999......... 2.00 1.75
1,000,000 or more ........... none a) see below
SCHEDULE 3
Pioneer Limited Maturity Bond Fund
Sales Charge
Broker/Dealer as % of Public
PURCHASE AMOUNT OFFERING PRICE COMMISSION
--------------- -------------- ----------
Less than $ 50,000.......... 2.50 2.00%
$ 50,000 - 99,999.......... 2.00 1.75
100,000 - 249,999.......... 1.50 1.25
250,000 - 999,999.......... 1.00 1.00
1,000,000 or more ........... none a) see below
a) Purchases of $1 million or more, and certain group plans, are not
subject to an initial sales charge. PFD may pay a commission to broker-dealers
who initiate and are responsible for such purchases at the following rate: for
funds listed on schedules 1 and 2 above, the rate is as follows: 1% on the first
$5 million invested, .50 of 1% on the next $45 million and .25 of 1% on the
excess over $50 million. For funds listed on schedule 3: .50 of 1% on purchases
of $1 million to $5 million and .10 of 1% on the excess over $5 million. A
one-year prepaid service fee is included in this commission. These commissions
shall not be payable if the purchaser is affiliated with the broker-dealer or if
the purchase represents the reinvestment of a redemption made during the
previous 12 calendar months. A contingent deferred sales charge will be payable
on these investments in the event of share redemption within 12 months following
the share purchase, at the rate of 1% on funds in schedules 1 and 2; and .50 of
1% on funds in schedule 3, of the lesser of the value of the shares redeemed
(exclusive of reinvested dividend and capital gain distributions) or the total
cost of such shares. For additional information about the broker-dealer
commission and contingent deferred sales charge applicable to these
transactions, refer to the fund's prospectus.
SCHEDULE 5
Pioneer Cash Reserves Fund
Pioneer Independence Fund
No Load
PLEASE RETAIN THIS COPY
CLASS B
SCHEDULE 1 SCHEDULE 2
---------- ----------
Pioneer Fund Pioneer Limited Maturity Bond Fund
Pioneer II
Pioneer Equity Income Fund
Pioneer Bond Fund
Pioneer Capital Growth Fund
Pioneer Europe Fund
Pioneer Gold Shares
Pioneer America Income Trust
Pioneer Emerging Markets Fund
Pioneer Indo-Asia Fund
Pioneer Cash Reserves Fund
Pioneer Growth Shares
Pioneer Balanced Fund **
Pioneer Tax-Free Income Fund
Pioneer Small Company Fund
Pioneer International Growth Fund
Pioneer Real Estate Shares
Pioneer Mid-Cap Fund*
Pioneer World Equity Fund
Pioneer Micro-Cap Fund
Pioneer Strategic Income Fund
Pioneer Tax-Managed Fund
Pioneer High Yield Fund
BROKER/DEALER
COMMISSION 4.00% 2.00%
----------
YEAR SINCE
PURCHASE CDSC% CDSC%
First 4.0 2.0
Second 4.0 2.0
Third 3.0 1.0
Fourth 3.0 none
Fifth 2.0 none
Sixth 1.0 To A Class
Seventh none
Eighth none
Ninth To A Class
a) Dealer Commission includes a first year service fee equal to 0.25% of the
amount invested in all Class B shares.
CLASS C
Pioneer Fund Pioneer II
Pioneer America Income Trust Pioneer Bond Fund Pioneer Capital Growth Fund
Pioneer Cash Reserves Fund Pioneer Emerging Markets Fund Pioneer Equity-Income Fund
Pioneer Europe Fund Pioneer Gold Shares Pioneer Growth Shares
Pioneer Balanced Fund** Pioneer Real Estate Shares Pioneer Indo-Asia Fund
Pioneer Tax-Free Income Fund Pioneer Small Company Fund Pioneer World Equity Fund
Pioneer International Growth Fund Pioneer Mid-Cap Fund* Pioneer Strategic Income Fund
Pioneer Tax-Managed Fund Pioneer High Yield Fund
a) 1% Payout to Broker
b) 1% CDSC for One Year
CLASS Y
Pioneer Europe Fund Pioneer Growth Shares Pioneer Equity-Income Fund
Pioneer Capital Growth Fund Pioneer Emerging Markets Fund Pioneer Real Estate Shares
Pioneer Limited Maturity Bond Fund Pioneer Fund Pioneer Tax-Managed Fund
Pioneer High Yield Fund
a) Class Y shares are sold at net asset value, without either an initial
charge or a contingent deferred sales charge. Class Y shares are not subject to
any ongoing service fee or distribution fee and do not convert to any other
class of shares. Class Y shares are described more fully in "Buying, exchanging
and selling shares" in the fund's Class Y shares prospectus.
*formerly Pioneer Three
**formerly Pioneer Income Fund
PIONEER FUNDS DISTRIBUTOR, INC.
00 XXXXX XXXXXX
XXXXXX, XXXXXXXXXXXXX 00000
(000) 000-0000
SUPPLEMENTAL SALES AND SERVICE AGREEMENT
You have entered into a Sales Agreement with Pioneer Funds Distributor,
Inc. (PFD) with respect to the Pioneer mutual funds for which PFD serves as
principal underwriter (the "Funds").
This agreement incorporates and supplements that agreement. In
consideration of your sales of shares of the Funds, for providing services to
shareholders of the Funds and assisting PFD and its affiliates in providing such
services, we are authorized to pay you certain service fees as specified herein.
Receipt by you of any such service fees is subject to the terms and conditions
contained in the Funds' prospectuses and/or specified below, as may be amended
from time to time.
1. You agree to cooperate as requested with programs that the Funds, PFD or
their affiliates provide to enhance shareholder service.
2. You agree to take an active role in providing such shareholder services
as processing purchase and redemption transactions and, where applicable,
exchanges and account transfers; establishing and maintaining shareholder
accounts; providing certain information and assistance with respect to the
Funds; and responding to shareholder inquiries or advising us of such inquiries
where appropriate.
3. You agree to assign an active registered representative to each
shareholder account on your and our records and to reassign accounts when
registered representatives leave your firm. You also agree, with respect to
accounts which are held in nominee or "street" name, to provide such
documentation and verification that active representatives are assigned to all
such accounts as PFD may require from time to time.
4. You agree to pay to the registered representatives assigned to
shareholder accounts a share of any service fees paid to you pursuant to this
agreement. You also agree to instruct your representatives to regularly contact
shareholders whose accounts are assigned to them.
5. You acknowledge that service fee payments are subject to terms and
conditions set forth herein and in the Funds' prospectuses, statements of
additional information and plans of distribution and that this agreement may be
terminated by either party at any time by written notice to the other. Any order
to purchase or sell shares received by PFD from you subsequent to the date of
our notification to you of an amendment of this agreement shall be deemed to be
your acceptance of such an amendment.
6. You acknowledge that your continued participation in this agreement is
subject to your providing a level of support to PFD's marketing and shareholder
retention efforts that is deemed acceptable by PFD. Factors which may be
considered by PFD in this respect include, but are not limited to, the level of
shareholder redemptions, the level of assistance in disseminating shareholder
communications, reasonable access to your offices and/or representatives by PFD
wholesalers or other employees and whether your compensation system or
"preferential list" unduly discriminates against the sale of shares of the
Funds.
7. Service fees will generally be paid quarterly, at the rates and under
the conditions specified on Schedule A hereto.
8. All communications to PFD should be sent to the above address. Any
notice to you shall be duly given if mailed or telegraphed to the address
specified by you below. This agreement, in conjunction with the Sales Agreement,
describes the complete understanding of the parties. This agreement shall be
construed under the laws of the Commonwealth of Massachusetts.
Accepted: Execute this Agreement in duplicate
and return one of the duplicate
originals to us.
By:________________________________
By:__________________________________
Title:_____________________________ Xxxxxxx X. Xxxxxx
Senior Vice President
[Firm] [Date]
RETAIN ONE COPY AND RETURN THE OTHER
SUPPLEMENTAL SALES AND SERVICE AGREEMENT
WITH PIONEER FUNDS DISTRIBUTOR, INC.
SCHEDULE A
1. EXCEPT AS SPECIFIED IN SECTION 4 BELOW, service fees on the aggregate
net asset value of each account assigned to you in Pioneer Fund, Pioneer II, and
Pioneer Mid-Cap Fund** will be paid at the rate of:
a. 0.15% annually on shares acquired prior to August 19, 1991.
b. 0.25% annually on shares acquired on or after August 19, 1991.
2. EXCEPT AS SPECIFIED IN SECTION 4 BELOW, service fees on the aggregate
net asset value of each account assigned to you in:
Pioneer Fund Pioneer II
Pioneer America Income Trust Pioneer International Growth Fund
Pioneer Bond Fund Pioneer Growth Shares
Pioneer Micro-Cap Fund Pioneer Real Estate Shares
Pioneer Europe Fund Pioneer Balanced Fund***
Pioneer Capital Growth Fund Pioneer Tax-Free Income Fund
Pioneer Equity-Income Fund Pioneer Limited Maturity Bond Fund
Pioneer Gold Shares Pioneer Indo-Asia Fund
Pioneer Emerging Markets Fund Pioneer Small Company Fund*
Pioneer World Equity Fund Pioneer Strategic Income Fund
Pioneer Independence Fund Pioneer Tax-Managed Fund
Pioneer High Yield Fund Pioneer Mid-Cap Fund**
will be paid at the rate of:
a. 0.15% annually if the shares are acquired on or after August 19,
1991, AS A RESULT OF AN EXCHANGE from Pioneer Fund, Pioneer II, or
Pioneer Mid-Cap Fund** of shares owned prior to August 19, 1991.
b. 0.25% annually on all other shares.
3. EXCEPT AS SPECIFIED IN SECTION 4 BELOW, service fees will be paid at an
annual rate of 0.15% of the aggregate net asset value of each account assigned
to you in:
Pioneer Cash Reserves Fund
4. EXCEPTIONS -- Service fees will not be paid on accounts representing:
a. Purchases by you or your affiliates, employees or
representatives.
b. Shares which were purchased at net asset value, except for sales
of Pioneer Cash Reserves Fund or sales on which you are paid a
commission and which are subject to the contingent deferred sales
charge described in the funds' prospectuses.
c. "House" accounts or any other accounts not assigned to an active
registered representative(s).
d. Accounts established in Pioneer Bond Fund prior to January 1,
1986.
e. Service fees of less than $50 per calendar quarter will not be
paid.
f. Pioneer reserves the right to reduce the service fee paid on
individual accounts of more than $10 million.
g. First year service fees on shares subject to a CDSC are at the
rate of 0.25% and are prepaid as part of the initial sales
commission.
5. Service fees on shares sold with a front-end sales charge normally begin
to be earned as soon as the transaction settles, unless specified otherwise in
the fund prospectus. Since the commission on shares sold with a CDSC includes a
prepaid one-year service fee, periodic service fees on such shares are paid
beginning one year following the transaction.
6. Service fees of 1% on Class C shares will begin after first year.
* Service fees begin accruing January 1, 1996
** Formerly Pioneer Three Fund
***Formerly Pioneer Income Fund
